[8-K] Invesco Mortgage Capital Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 highlights – Zillow Group, Inc. (ZG, Z): Co-Executive Chairman, President and Co-Founder Lloyd D. Frink reported paired option exercises and open-market sales on 22-23 Jul 2025.

• Options exercised: 52,866 shares on 7/22/25 and 27,134 shares on 7/23/25 at a fixed $22.41 strike (grants dated 05/18/16, expiring 03/28/26).
• Shares sold: Exactly the same totals (80,000 shares) were sold under a 10b5-1 plan at weighted-average prices of $80.25, $80.60 and $81.24.
• Holdings after transactions: 2,383,189 Class C shares held directly and 797,765 shares held indirectly through the Frink Descendants’ Trust.
• Ownership status: Frink remains a director, executive officer and co-founder; filing made individually.

No Class A or Class B activity was reported. The trades convert in-the-money options to cash without changing Frink’s overall direct share count materially.

Positive

• None.

Negative

• Approximately 80,000 shares sold by a top executive could be interpreted as reduced near-term confidence, despite being under a 10b5-1 plan.

Insights

Equity Analyst

TL;DR: Insider exercised 80k options and immediately sold, monetising gain; net share count unchanged, sentiment mildly negative.

Frink’s exercise-and-sell suggests liquidity taking rather than incremental investment. The ~80k share sale is <1 % of his 2.38 M direct stake, so limited structural impact, yet insider selling near $80—4× the $22.41 strike—may be viewed as a short-term confidence check. No new options granted. The 10b5-1 plan reduces signal noise, but investors often discount when multiple sales occur at multi-year highs. Overall, the filing is moderately negative for sentiment but not financially material to Zillow.

Corporate Governance Specialist

TL;DR: Routine 10b5-1 cash-out; governance risk low, market impact minimal.

Use of a pre-arranged 10b5-1 plan aligns with best-practice, limiting potential misuse of insider knowledge. Exercising options close to expiry and selling equal shares keeps exposure level steady, signalling portfolio rebalancing rather than exit. Remaining holdings and board role preserve alignment with shareholders. I classify the event as low governance risk and largely non-impactful.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

 

Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34385

26-2749336

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1331 Spring Street, N.W., Suite 2500,
Atlanta,			Georgia						30309
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (404) 892-0896

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

IVR

New York Stock Exchange

7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

IVR PrC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2025, Invesco Mortgage Capital Inc. (the “Company” or “registrant”) issued a press release announcing its financial results for the quarter ended June 30, 2025 (the “Release”).

The Release is attached to this Report as Exhibit 99.1 and the information contained in the Release is incorporated into this Item 2.02 by this reference. The information contained in this Item 2.02 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing.

Item 8.01 Other Events.

On July 24, 2025, the registrant issued a press release announcing that as of July 18, 2025 its book value per common share is estimated to be in the range of $7.99 to $8.31.(1)

(1)Book value per common share as of July 18, 2025 is adjusted to exclude a pro rata portion of the current quarter’s common stock dividend (which for purposes of this calculation is assumed to be the same as the previous quarter) and is calculated as total stockholders' equity less the liquidation preference of the Company's Series C Preferred Stock ($175.1 million as of July 18, 2025), divided by total common shares outstanding of 66.3 million.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.						Description
99.1						Press Release, dated July 24, 2025, issued by Invesco Mortgage Capital Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Invesco Mortgage Capital Inc.

By: /s/ Mark Gregson

Mark Gregson

Chief Financial Officer

Date: July 24, 2025

FAQ

How many Zillow (ZG) shares did Lloyd Frink sell in July 2025?

He sold a total of 80,000 Class C shares in two tranches on 22-23 Jul 2025.

At what prices were the Zillow shares sold?

Weighted-average sale prices were $80.25, $80.60 and $81.24, per the Form 4 footnotes.

Did the executive exercise stock options before selling?

Yes, he exercised 52,866 options on 7/22/25 and 27,134 options on 7/23/25 at a $22.41 strike.

How many Zillow shares does Frink still own after the transactions?

He holds 2,383,189 Class C shares directly and 797,765 indirectly through a family trust.

Was the sale made under a 10b5-1 trading plan?

Yes, the filing states the sales were executed under a Rule 10b5-1 plan adopted 11 Dec 2024.